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Extract to table / bundeskartellamt-filing-instruction-letter.docx
bundeskartellamt-filing-instruction-letter.docx
Parties
HARKNESS LLP
Luminex Systems Holdings Inc
Ardent Apex Holdings Inc
Ardent Capital Partners III LP
General Corp
Ardent Apex Merger Sub Inc
Surviving Corp
Ardent Capital Partners II LP
Dates
April 7, 2025
April 9, 2025
April 8, 2025
March 24, 2025
March 7, 2025
March 5, 2025
December 31, 2024
March 28, 2025
May 9, 2025
August 9, 2025
Amounts
$2,800,000,000
$405,020,000
$20.00
$12.5
$31.4
$487,000,000
$441,000,000
$46,000,000
$121,800,000
€67,000,000
Obligations
3 Threshold Satisfaction Based on the foregoing turnover data, we have determined that all three cumulative thresholds under GWB §35(1) are met: Accordingly, the filing of a merger control notification with the Bundeskartellamt is mandatory and must be completed prior to the consummation of the Transaction
The notification should include, at a minimum, the following elements: (a) Identification of all undertakings concerned (beteiligte Unternehmen): The notification must identify Ardent Capital Partners III LP, Ardent Apex Holdings Inc
For the acquirer group, this must include all portfolio companies controlled by funds managed by Ardent Capital and its affiliates that have any German nexus (revenue or registered entities)
(b) Organizational charts: Complete organizational charts for both the acquirer group (including all Ardent fund portfolio companies with German nexus) and the Target group must be included
The relevant timeline considerations are as follows: • Phase I review period: Pursuant to GWB §40(1), the Bundeskartellamt must complete its Phase I review within one month from the date of receipt of a complete notification
The notification must be filed in German in accordance with the Bundeskartellamt's procedural requirements